Common use of Further Assurances and Corrective Instruments Clause in Contracts

Further Assurances and Corrective Instruments. (a) Unless an Insurer Event of Default has occurred and is continuing, or except as the Indenture otherwise provides, none of the Indenture Trustee and none of the other Transaction Parties shall grant any waiver of rights under any of the Transaction Documents to which any of them is a party without the prior written consent of the Insurer and any such waiver without prior written consent of the Insurer shall be null and void and of no force or effect. (b) Each of the parties hereto agrees that it will, from time to time, execute, acknowledge and deliver, or cause to be executed, acknowledged and delivered, such supplements hereto and such further instruments and agreements and take such further actions as the Insurer may reasonably request and as may be required in the Insurer's reasonable judgment to effectuate the intent and purpose of this Insurance Agreement and the other Transaction Documents. Without limiting the foregoing, to the extent such authorization shall be required by law, each Triad Party hereby authorizes the Indenture Trustee and the Insurer, at the expense of the Issuer, in the event the Issuer has failed to do so upon request (provided that no such request shall be required if there exists any Insolvency Proceeding), to execute and file financing statements covering the assets covered by any purchase or transfer pursuant to the Transaction Documents or owned by the Issuer in such jurisdictions as may be required to confirm title thereto and perfect and maintain the lien thereon. In addition, each of the parties hereto agrees to cooperate with the Rating Agencies in connection with any review of the Transaction conducted during normal business hours and in a manner that does not unreasonably disrupt the business of the Transaction Parties, that may be undertaken by the Rating Agencies after the date hereof upon prior written notice. (c) None of the Transaction Parties shall cause or permit the Issuer to issue any notes or other evidences of indebtedness, or to otherwise incur any indebtedness, other than the indebtedness represented by the Class A Notes or other indebtedness expressly permitted under the Transaction Documents. (d) Each Transaction Party shall concurrently provide the Insurer, as and when delivery thereof is required to be made pursuant to the Transaction Documents, with copies of all reports, notices, requests and demands delivered or required to be delivered by it pursuant to the Transaction Documents.

Further Assurances and Corrective Instruments. (a) Unless Except at such times as an Insurer Event of Default has occurred and is continuing(as defined in the Indenture) shall exist or shall have occurred, or except as the Indenture otherwise provides, none of neither IOS Capital nor the Indenture Trustee and none of the other Transaction Parties shall grant any waiver of rights under any of the Transaction Company Documents to which any of them is a party without the prior written consent of the Insurer Insurer, which shall not be unreasonably withheld, conditioned or delayed and any such waiver without prior written consent of the Insurer shall be null and void and of no force or effect. (b) Each of To the parties hereto extent permitted by law, IOS Capital agrees that it will, from time to time, execute, acknowledge and deliver, or cause to be executed, acknowledged and delivered, such supplements hereto and such further instruments and agreements and take such further actions as the Insurer may reasonably request and as may be required in the Insurer's reasonable judgment to effectuate the intent and purpose intention of or facilitate the performance of this Insurance Agreement and the other Transaction Documents. Without limiting the foregoing, to the extent such authorization shall be required by law, each Triad Party hereby authorizes the Indenture Trustee and the Insurer, at the expense of the Issuer, in the event the Issuer has failed to do so upon request (provided that no such request shall be required if there exists any Insolvency Proceeding), to execute and file financing statements covering the assets covered by any purchase or transfer pursuant to the Transaction Documents or owned by the Issuer in such jurisdictions as may be required to confirm title thereto and perfect and maintain the lien thereon. In addition, each of the parties hereto agrees to cooperate with the Rating Agencies in connection with any review of the Transaction conducted during normal business hours and in a manner that does not unreasonably disrupt the business of the Transaction Parties, that may be undertaken by the Rating Agencies after the date hereof upon prior written noticeAgreement. (c) None of the Transaction Parties shall IOS Capital will not cause or permit (i) the Seller to assign or transfer any of its assets to any party, other than the transfers to the Issuer in connection with the Transaction, or in connection with the issuance of additional indebtedness by the Issuer permitted by the Indenture, or to issue any notes or other evidences of indebtedness, or to otherwise incur any indebtedness, or (ii) the Issuer to issue any notes or other evidences of indebtedness, or to otherwise incur any indebtedness, other than the indebtedness represented by the Class A Notes Notes, and the Issuer agrees that it will not issue any notes or other evidences of indebtedness, or otherwise incur any indebtedness, other than the indebtedness represented by the Notes, in any such case, unless (1) the issuance or incurrence of such indebtedness is expressly permitted under by the Transaction Documents. Indenture, (d2) Each Transaction Party there shall concurrently provide the Insurer, as be a true sale and when delivery thereof is required to be made pursuant substantive consolidation opinion and Delaware law opinions issued with respect to the Transaction Documentstransactions in connection with and including the issuance of such additional indebtedness, with copies of all reports, notices, requests and demands delivered or required to which opinions shall be delivered by it pursuant reasonably acceptable to the Transaction DocumentsInsurer and on which the Insurer shall be entitled to rely.

Further Assurances and Corrective Instruments. (a) Unless an Insurer Event of Default has occurred and is continuing, or except as the Indenture otherwise provides, none of the Indenture Trustee and none of the other Transaction Parties shall grant any waiver of rights under any of the Transaction Documents to which any of them is a party without the prior written consent of the Insurer and any such waiver without prior written consent of the Insurer shall be null and void and of no force or effect. (b) Each of the parties hereto agrees that it will, from time to time, execute, acknowledge and deliver, or cause to be executed, acknowledged and delivered, such supplements hereto and such further instruments and agreements and take such further actions as the Insurer may reasonably request and as may be required in the Insurer's ’s reasonable judgment to effectuate the intent and purpose of this Insurance Agreement and the other Transaction Documents. Without limiting the foregoing, to the extent such authorization shall be required by law, each Triad AmeriCredit Party hereby authorizes the Indenture Trustee and the Insurer, at the expense of the Issuer, in the event the Issuer has failed to do so upon request (provided that no such request shall be required if there exists any Insolvency Proceeding), to execute and file financing statements covering the assets covered by any purchase or transfer pursuant to the Transaction Documents or owned by the Issuer in such jurisdictions as may be required to confirm title thereto and perfect and maintain the lien thereon. In addition, each of the parties hereto agrees to cooperate with the Rating Agencies in connection with any review of the Transaction conducted during normal business hours and in a manner that does not unreasonably disrupt the business of the Transaction Parties, that may be undertaken by the Rating Agencies after the date hereof upon prior written notice. (c) None of the Transaction Parties shall cause or permit the Issuer to issue any notes or other evidences of indebtedness, or to otherwise incur any indebtedness, other than the indebtedness represented by the Class A Notes or other indebtedness expressly permitted under the Transaction Documents. (d) Each Transaction Party shall concurrently provide the Insurer, as and when delivery thereof is required to be made pursuant to the Transaction Documents, with copies of all reports, notices, requests and demands delivered or required to be delivered by it pursuant to the Transaction Documents.

Further Assurances and Corrective Instruments. (a) Unless Except at such times as an Insurer Event of Default has occurred and is continuing(as defined in the Indenture) shall exist or shall have occurred, or except as the Indenture otherwise provides, none of neither IOS Capital nor the Indenture Trustee and none of the other Transaction Parties shall grant any waiver of rights under any of the Transaction Company Documents to which any of them is a party without the prior written consent of the Insurer Insurer, which shall not be unreasonably withheld, conditioned or delayed and any such waiver without prior written consent of the Insurer shall be null and void and of no force or effect. (b) Each of To the parties hereto extent permitted by law, IOS Capital agrees that it will, from time to time, execute, acknowledge and deliver, or cause to be executed, acknowledged and delivered, such supplements hereto and such further instruments and agreements and take such further actions as the Insurer may reasonably request and as may be required in the Insurer's reasonable judgment to effectuate the intent and purpose intention of or facilitate the performance of this Insurance Agreement and the other Transaction Documents. Without limiting the foregoing, to the extent such authorization shall be required by law, each Triad Party hereby authorizes the Indenture Trustee and the Insurer, at the expense of the Issuer, in the event the Issuer has failed to do so upon request (provided that no such request shall be required if there exists any Insolvency Proceeding), to execute and file financing statements covering the assets covered by any purchase or transfer pursuant to the Transaction Documents or owned by the Issuer in such jurisdictions as may be required to confirm title thereto and perfect and maintain the lien thereon. In addition, each of the parties hereto agrees to cooperate with the Rating Agencies in connection with any review of the Transaction conducted during normal business hours and in a manner that does not unreasonably disrupt the business of the Transaction Parties, that may be undertaken by the Rating Agencies after the date hereof upon prior written noticeAgreement. (c) None of the Transaction Parties shall IOS Capital will not cause or permit (i) the Seller to assign or transfer any of its assets to any party, other than the transfers to the Issuer in connection with the Transaction, or to issue any notes or other evidences of indebtedness, or to otherwise incur any indebtedness, or (ii) the Issuer to issue any notes or other evidences of indebtedness, or to otherwise incur any indebtedness, other than the indebtedness represented by the Class A Notes Notes, and the Issuer agrees that it will not issue any notes or other evidences of indebtedness, or otherwise incur any indebtedness, other than the indebtedness expressly permitted under represented by the Transaction Documents. (d) Each Transaction Party shall concurrently provide Notes, in any such case, without the prior written consent of the Insurer, as and when delivery thereof is required such consent not to be made pursuant to the Transaction Documents, with copies of all reports, notices, requests and demands delivered or required to be delivered by it pursuant to the Transaction Documentsunreasonably withheld.

Further Assurances and Corrective Instruments. (a) Unless an Insurer Event of Default has occurred and is continuing, or except as the Indenture otherwise provides, none of the Indenture Trustee and none of the other Transaction Parties shall grant any waiver of rights under any of the Transaction Documents to which any of them is a party without the prior written consent of the Insurer and any such waiver without prior written consent of the Insurer shall be null and void and of no force or effect. (b) Each of the parties hereto agrees that it will, from time to time, execute, acknowledge and deliver, or cause to be executed, acknowledged and delivered, such supplements hereto and such further instruments and agreements and take such further actions as the Insurer may reasonably request and as may be required in the Insurer's ’s reasonable judgment to effectuate the intent and purpose of this Insurance Agreement and the other Transaction Documents. Without limiting the foregoing, to the extent such authorization shall be required by law, each Triad Party hereby authorizes the Indenture Trustee and the Insurer, at the expense of the Issuer, in the event the Issuer has failed to do so upon request (provided that no such request shall be required if there exists any Insolvency Proceeding), to execute and file financing statements covering the assets covered by any purchase or transfer pursuant to the Transaction Documents or owned by the Issuer in such jurisdictions as may be required to confirm title thereto and perfect and maintain the lien thereon. In addition, each of the parties hereto agrees to cooperate with the Rating Agencies in connection with any review of the Transaction conducted during normal business hours and in a manner that does not unreasonably disrupt the business of the Transaction Parties, that may be undertaken by the Rating Agencies after the date hereof upon prior written notice. (c) None of the Transaction Parties shall cause or permit the Issuer to issue any notes or other evidences of indebtedness, or to otherwise incur any indebtedness, other than the indebtedness represented by the Class A Notes or other indebtedness expressly permitted under the Transaction Documents. (d) Each Transaction Party shall concurrently provide the Insurer, as and when delivery thereof is required to be made pursuant to the Transaction Documents, with copies of all reports, notices, requests and demands delivered or required to be delivered by it pursuant to the Transaction Documents.

Further Assurances and Corrective Instruments. (a) Unless an Insurer Event of Default has occurred and is continuingNeither Universal, or except as the Indenture otherwise provides, none of Issuer nor the Indenture Trustee and none of the other Transaction Parties shall grant any waiver of rights under any of the Transaction Related Documents to which any of them is a party which requires the consent of Ambac, the Control Party or the Series Enhancer to waive any rights thereunder without the prior written consent of the Insurer and any such waiver without obtaining the required prior written consent of the Insurer shall be null and void and of no force or effect. (b) Each of the parties hereto agrees that it will, from time to time, execute, acknowledge and deliver, or cause to be executed, acknowledged and delivered, such supplements hereto and such further instruments and agreements and take such further actions as the Insurer may reasonably request and as may be required in the Insurer's reasonable judgment to effectuate the intent and purpose of this Insurance Agreement and the other Transaction Related Documents. Without limiting the foregoing, to the extent such authorization shall be required by law, each Triad Party of the Universal Parties which is a party to any of the Related Documents hereby authorizes the Indenture Trustee and the InsurerControl Party, at the expense of the Issuer, in the event the Issuer has failed to do so upon request (provided that no such request shall be required if there exists shall exist any Insolvency Proceeding), to execute and file financing statements covering the assets Collateral covered by any purchase or transfer pursuant to the Transaction Documents Assignment or owned by the Issuer in such jurisdictions as may be required to confirm title thereto and perfect and maintain the lien thereon, including, without limitation, filings required to maintain perfection pursuant to revised Article 9 of the Uniform Commercial Code. In addition, each of the parties hereto agrees to cooperate with the Rating Agencies in connection with any review of the Transaction Transactions conducted during normal business hours and in a manner that does not unreasonably disrupt the business of Universal or the Transaction PartiesIssuer, that may be undertaken by the Rating Agencies after the date hereof upon prior written notice. (c) None of the Transaction Parties Universal shall not cause or permit the Issuer to issue any notes or other evidences of indebtedness, or to otherwise incur any indebtedness, other than the indebtedness represented by the Class A Series 2002-1 Notes or the Certificates or trade or other indebtedness expressly permitted under accounts payable in the Transaction Documentsordinary course of business and not more than 90 days past due. (d) Each Transaction Party Universal and the Indenture Trustee shall concurrently promptly (but in no event more than two (2) Business Days after such notice is delivered) provide the Insurer, as and when delivery thereof is required to be made pursuant to the Transaction Documents, Insurer with copies of all reportsnotices of termination, noticesnon-compliance or default, requests and demands in each case delivered or required to be delivered by it pursuant to any Related Document in regard to the Transaction DocumentsCollateral, and, at least two (2) Business Days prior to execution thereof, copies of any proposed amendments, modifications, waivers or supplements to such Related Document to the extent notice to, or the consent of, Ambac, the Control Party or the Series Enhancer is required in connection with any amendments, modifications, waivers or supplements thereto.

Further Assurances and Corrective Instruments. (a) Unless an Insurer Event of Default has occurred and is continuing, or except as the Indenture otherwise provides, none of the Indenture Trustee and none of the other Transaction Parties shall grant any waiver of rights under any of the Transaction Documents to which any of them is a party without the prior written consent of the Insurer and any such waiver without prior written consent of the Insurer shall be null and void and of no force or effect. (b) Each of the parties hereto agrees that it will, from time to time, execute, acknowledge and deliver, or cause to be executed, acknowledged and delivered, such supplements hereto and such further instruments and agreements and take such further actions as the Insurer may reasonably request and as may be required in the Insurer's ’s reasonable judgment to effectuate the intent and purpose of this Insurance Agreement and the other Transaction Documents. Without limiting the foregoing, to the extent such authorization shall be required by law, each Triad United Party hereby authorizes the Indenture Trustee and the Insurer, at the expense of the Issuer, in the event the Issuer has failed to do so upon request (provided that no such request shall be required if there exists any Insolvency Proceeding), to execute and file financing statements covering the assets covered by any purchase or transfer pursuant to the Transaction Documents or owned by the Issuer in such jurisdictions as may be required to confirm title thereto and perfect and maintain the lien thereon. In addition, each of the parties hereto agrees to cooperate with the Rating Agencies in connection with any review of the Transaction conducted during normal business hours and in a manner that does not unreasonably disrupt the business of the Transaction Parties, that may be undertaken by the Rating Agencies after the date hereof upon prior written notice. (c) None of the Transaction Parties shall cause or permit the Issuer to issue any notes or other evidences of indebtedness, or to otherwise incur any indebtedness, other than the indebtedness represented by the Class A Notes or other indebtedness expressly permitted under the Transaction Documents. (d) Each Transaction Party shall concurrently provide the Insurer, as and when delivery thereof is required to be made pursuant to the Transaction Documents, with copies of all reports, notices, requests and demands delivered or required to be delivered by it pursuant to the Transaction Documents.

Further Assurances and Corrective Instruments. (a) Unless an So long as no Insurer Event of Default has shall have occurred and is be continuing, or except as the Indenture otherwise provides, none of the Indenture Trustee and none of the other Transaction Parties no TFC Party shall grant any waiver of rights under any of the Transaction Documents Loan Document to which any of them is a party without the prior written consent of the Insurer Insurer, and any such waiver without the prior written consent of the Insurer shall be null and void and of no force or effect. (b) Each of To the parties hereto extent permitted by law, each TFC Party agrees that it will, from time to time, execute, acknowledge and deliver, or cause to be executed, acknowledged and delivered, such supplements hereto and such further instruments and agreements and take such further actions as the Insurer may reasonably request and as may be required in the Insurer's reasonable judgment to effectuate the intent and purpose intention of or facilitate the performance of this Insurance Agreement Agreement. (c) Each TFC Party shall upon the reasonable notice and reasonable request of the Insurer (but, so long as no Event of Default occurs and is continuing, not more than once each calendar quarter) permit the Insurer or its authorized agents to (i) discuss the affairs, finances and accounts of such TFC Party with the chief operating officer and the other Transaction Documents. Without limiting the foregoing, chief financial officer of such TFC Party in each case to the extent related to the Contracts, or the respective duties of the such authorization TFC Party under this Agreement or the other Loan Documents; (ii) with the consent of such party, which consent shall not be unreasonably withheld, to discuss the affairs, finances and accounts of such TFC Party with such party's independent accountants, in each case to the extent related to the Contracts or the duties of such TFC Party under this Insurance Agreement or any other Loan Document, provided that an officer of such party shall have the right to be present during such discussions; and (iii) to inspect the Contract Documents, Collection Records, and other servicing files, accounts, records and computer systems maintained by such TFC Party with respect to the Contracts. Such inspections and discussions shall be required by law, each Triad Party hereby authorizes the Indenture Trustee and the Insurer, at the expense of the Issuer, in the event the Issuer has failed to do so upon request (provided that no such request shall be required if there exists any Insolvency Proceeding), to execute and file financing statements covering the assets covered by any purchase or transfer pursuant to the Transaction Documents or owned by the Issuer in such jurisdictions as may be required to confirm title thereto and perfect and maintain the lien thereon. In addition, each of the parties hereto agrees to cooperate with the Rating Agencies in connection with any review of the Transaction conducted during normal business hours and in a manner that does shall not unreasonably disrupt the business of the Transaction Parties, that may be undertaken by the Rating Agencies after the date hereof upon prior written notice. (c) None such TFC Party. All costs and expenses of the Transaction Parties Insurer reasonably incurred in connection with any of the above referenced activities shall cause or permit be joint and several obligations of the Issuer to issue any notes or other evidences of indebtedness, or to otherwise incur any indebtedness, other than the indebtedness represented by the Class A Notes or other indebtedness expressly permitted under the Transaction DocumentsTFC Parties. (d) Each Transaction Party shall concurrently provide the Insurer, as and when delivery thereof is required to be made pursuant to the Transaction Documents, with copies of all reports, notices, requests and demands delivered or required to be delivered by it pursuant to the Transaction Documents.

Further Assurances and Corrective Instruments. (a) Unless an Insurer Event of Default has occurred and is continuing, or except as the Indenture otherwise provides, none of the Indenture Trustee and none of the other Transaction Parties shall grant any waiver of rights under any of the Transaction Documents to which any of them is a party without the prior written consent of the Insurer and any such waiver without prior written consent of the Insurer shall be null and void and of no force or effect. (b) Each of the parties hereto agrees that it will, from time to time, execute, acknowledge and deliver, or cause to be executed, acknowledged and delivered, such supplements hereto and such further instruments and agreements and take such further actions as the Insurer may reasonably request and as may be required in the Insurer's reasonable judgment to effectuate the intent and purpose of this Insurance Agreement and the other Transaction Documents. Without limiting the foregoing, to the extent such authorization shall be required by law, each Triad New South Party hereby authorizes the Indenture Trustee and the Insurer, at the expense of the Issuer, in the event the Issuer has failed to do so upon request (provided that no such request shall be required if there exists any Insolvency Proceeding), to execute and file financing statements covering the assets covered by any purchase or transfer pursuant to the Transaction Documents or owned by the Issuer in such jurisdictions as may be required to confirm title thereto and perfect and maintain the lien thereon. In addition, each of the parties hereto agrees to cooperate with the Rating Agencies in connection with any review of the Transaction conducted during normal business hours and in a manner that does not unreasonably disrupt the business of the Transaction Parties, that may be undertaken by the Rating Agencies after the date hereof upon prior written notice. (c) None of the Transaction Parties shall cause or permit the Issuer to issue any notes or other evidences of indebtedness, or to otherwise incur any indebtedness, other than the indebtedness represented by the Class A Notes or other indebtedness expressly permitted under the Transaction Documents. (d) Each Transaction Party shall concurrently provide the Insurer, as and when delivery thereof is required to be made pursuant to the Transaction Documents, with copies of all reports, notices, requests and demands delivered or required to be delivered by it pursuant to the Transaction Documents.

Further Assurances and Corrective Instruments. (a) Unless an Insurer Event of Default has occurred and is continuing, or except as the Indenture otherwise provides, none of the Indenture Trustee and none of the other Transaction Parties shall grant any waiver of rights under any of the Transaction Documents to which any of them is a party without the prior written consent of the Insurer and any such waiver without prior written consent of the Insurer shall be null and void and of no force or effect. (b) Each of the parties hereto agrees that it will, from time to time, execute, acknowledge and deliver, or cause to be executed, acknowledged and delivered, such supplements hereto and such further instruments and agreements and take such further actions as the Insurer may reasonably request and as may be required in the Insurer's ’s reasonable judgment to effectuate the intent and purpose of this Insurance Agreement and the other Transaction Documents. Without limiting the foregoing, to the extent such authorization shall be required by law, each Triad Party hereby authorizes the Indenture Trustee and the Insurer, at the expense of the IssuerIssuing Entity, in the event the Issuer Issuing Entity has failed to do so upon request (provided that no such request shall be required if there exists any Insolvency Proceeding), to execute and file financing statements covering the assets covered by any purchase or transfer pursuant to the Transaction Documents or owned by the Issuer Issuing Entity in such jurisdictions as may be required to confirm title thereto and perfect and maintain the lien thereon. In addition, each of the parties hereto agrees to cooperate with the Rating Agencies in connection with any review of the Transaction conducted during normal business hours and in a manner that does not unreasonably disrupt the business of the Transaction Parties, that may be undertaken by the Rating Agencies after the date hereof upon prior written notice. (c) None of the Transaction Parties shall cause or permit the Issuer Issuing Entity to issue any notes or other evidences of indebtedness, or to otherwise incur any indebtedness, other than the indebtedness represented by the Class A Notes or other indebtedness expressly permitted under the Transaction Documents. (d) Each Transaction Party shall concurrently provide the Insurer, as and when delivery thereof is required to be made pursuant to the Transaction Documents, with copies of all reports, notices, requests and demands delivered or required to be delivered by it pursuant to the Transaction Documents.

Further Assurances and Corrective Instruments. (a) Unless an Insurer Event of Default has occurred and is continuing, or except as the Indenture otherwise provides, none of the Indenture Trustee and none of the other Transaction Parties shall grant any waiver of rights under any of the Transaction Documents to which any of them is a party without the prior written consent of the Insurer and any such waiver without prior written consent of the Insurer shall be null and void and of no force or effect. (b) Each of the parties hereto agrees that it will, from time to time, execute, acknowledge and deliver, or cause to be executed, acknowledged and delivered, such supplements hereto and such further instruments and agreements and take such further actions as the Insurer may reasonably request and as may be required in the Insurer's ’s reasonable judgment to effectuate the intent and purpose of this Insurance Agreement and the other Transaction Documents. Without limiting the foregoing, to the extent such authorization shall be required by law, each Triad United Party hereby authorizes the Indenture Trustee and the Insurer, at the expense of the IssuerIssuing Entity, in the event the Issuer Issuing Entity has failed to do so upon request (provided that no such request shall be required if there exists any Insolvency Proceeding), to execute and file financing statements covering the assets covered by any purchase or transfer pursuant to the Transaction Documents or owned by the Issuer Issuing Entity in such jurisdictions as may be required to confirm title thereto and perfect and maintain the lien thereon. In addition, each of the parties hereto agrees to cooperate with the Rating Agencies in connection with any review of the Transaction conducted during normal business hours and in a manner that does not unreasonably disrupt the business of the Transaction Parties, that may be undertaken by the Rating Agencies after the date hereof upon prior written notice. (c) None of the Transaction Parties shall cause or permit the Issuer Issuing Entity to issue any notes or other evidences of indebtedness, or to otherwise incur any indebtedness, other than the indebtedness represented by the Class A Notes or other indebtedness expressly permitted under the Transaction Documents. (d) Each Transaction Party shall concurrently provide the Insurer, as and when delivery thereof is required to be made pursuant to the Transaction Documents, with copies of all reports, notices, requests and demands delivered or required to be delivered by it pursuant to the Transaction Documents.

Further Assurances and Corrective Instruments. (a) Unless Except at such times as an Insurer Event of Default has occurred and is continuing(as defined in the Indenture) shall exist or shall have occurred, or except as neither IOS Capital nor the Indenture otherwise provides, none of the Indenture Trustee and none of the other Transaction Parties shall grant any waiver of rights under any of the Transaction Company Documents to which any of them is a party without the prior written consent of the Insurer Insurer, which shall not be unreasonably withheld, conditioned or delayed and any such waiver without prior written consent of the Insurer shall be null and void and of no force or effect. (b) Each of To the parties hereto extent permitted by law, IOS Capital agrees that it will, from time to time, execute, acknowledge and deliver, or cause to be executed, acknowledged and delivered, such supplements hereto and such further instruments and agreements and take such further actions as the Insurer may reasonably request and as may be required in the Insurer's reasonable judgment to effectuate the intent and purpose intention of or facilitate the performance of this Insurance Agreement and the other Transaction DocumentsAgreement. Without limiting the foregoing, each of the Company Parties which is a party to any of the extent such authorization shall be required by law, each Triad Party Company Documents hereby authorizes the Indenture Trustee and the InsurerInsurer (in the case of the Trustee, subject to the provisions of the Indenture), at the expense of the Issuer, in the event the Issuer has failed to do so upon request (provided that no such request shall be required if there exists any Insolvency Proceeding), to execute and file financing statements covering the assets covered by any purchase or transfer assignment pursuant to the Transaction Company Documents or owned by the Issuer in such jurisdictions as may be required to confirm title thereto and perfect and maintain the lien thereon, including, without limitation, filings required to maintain perfection pursuant to Article 9 of the Uniform Commercial Code. In addition, each of the parties hereto agrees to cooperate with the Rating Agencies applicable rating agencies in connection with any review of the Transaction conducted during normal business hours and in a manner that does not unreasonably disrupt the business of IOS Capital, the Transaction PartiesSeller or the Issuer, that may be undertaken by the Rating Agencies such rating agencies after the date hereof upon prior written notice. (c) None of the Transaction Parties shall IOS Capital will not cause or permit (i) the Seller to assign or transfer any of its assets to any party, other than the transfers to the Issuer in connection with the Transaction, or in connection with the issuance of additional indebtedness by the Issuer permitted by the Indenture, or to issue any notes or other evidences of indebtedness, or to otherwise incur any indebtedness, or (ii) the Seller or the Issuer to issue any notes or other evidences of indebtedness, or to otherwise incur any indebtedness, other than the indebtedness represented by the Class A Notes Notes, and the Issuer agrees that it will not issue any notes or other evidences of indebtedness, or otherwise incur any indebtedness, other than the indebtedness represented by the Notes, in any such case, unless (1) the issuance or incurrence of such indebtedness is expressly permitted under by the Transaction Documents. Indenture, (d2) Each Transaction Party there shall concurrently provide the Insurer, as be a true sale and when delivery thereof is required to be made pursuant substantive consolidation opinion and Delaware law opinions issued with respect to the Transaction Documentstransactions in connection with and including the issuance of such additional indebtedness, with copies of all reports, notices, requests and demands delivered or required to which opinions shall be delivered by it pursuant reasonably acceptable to the Transaction DocumentsInsurer and on which the Insurer shall be entitled to rely.